Masaru Matsuda
About Masaru Matsuda
Masaru Matsuda, J.D., serves as Senior Vice President, General Counsel and Corporate Secretary of Arcutis Biotherapeutics; he joined the company effective January 3, 2022 following senior legal leadership roles at Halozyme Therapeutics (SVP, General Counsel, Chief Compliance Officer, Corporate Secretary) and 18 years at Amgen culminating as Vice President, Law, Global Commercial Operations . He was born in 1971 per company profile sources . His 2024 total compensation was $1,737,532, with pay-for-performance driven by corporate goals; the Compensation Committee scored 2024 corporate goal attainment at 128%, and his annual incentive was paid in March 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Halozyme Therapeutics, Inc. | SVP, General Counsel, Chief Compliance Officer, Corporate Secretary | Aug 2018 – Dec 2021 | Led legal and compliance functions for commercial-stage biotech . |
| Amgen | Vice President, Law, Global Commercial Operations; earlier roles over 18 years | 18 years | Oversaw legal support for U.S. Commercial Ops, Medical Affairs, Compliance, Global Value/Access/Policy, Global Marketing, Biosimilars . |
External Roles
No public company directorships or external board roles disclosed for Matsuda; skip if not disclosed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $415,000 | $434,027 | $465,472 |
| Ending Base Salary ($) | — | $437,832 | $471,000 |
| Year-over-Year % Increase | — | — | 7.6% |
| Target Bonus % of Base | 45% | 45% | 45% |
| Perquisites (Travel/Housing Reimb.) ($) | — | — | $2,556 |
Notes:
- Salary values reflect amounts paid in year; ending base salary reflects rate at fiscal year-end with increase effective March 1, 2024 .
- Bonus targets are set annually by the Compensation Committee .
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Attainment | Payout | Vesting/Payment |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Corporate goals across six areas (Zoryve Revenue; Commercialization; Follow-On Indications; Pipeline; Business Development; Finance/Corporate) | 100% corporate | 45% of base salary | Corporate achievement score 128% | $268,112 | Paid March 2025 |
| Corporate Goals Detail (2024) | Zoryve Revenue | 40% | Company-set goal | 54% attained | Incorporated into corporate score | — |
| Zoryve Commercialization | 10% | Covered scripts and launches/access | 9% attained | Incorporated into corporate score | — | |
| Follow-On Indications | 20% | US/Canada filings/approvals | 30% attained | Incorporated into corporate score | — | |
| Advance the Pipeline | 10% | ARQ-234/255 milestones | 10% attained | Incorporated into corporate score | — | |
| Business Development | 10% | Japan partnership; co-promote; tech transfer | 10% attained | Incorporated into corporate score | — | |
| Finance/Corporate | 10% | Balance sheet, OpEx, cybersecurity, turnover | 15% attained | Incorporated into corporate score | — |
Stock awards realized in 2024:
| Metric | 2024 |
|---|---|
| RSUs/PSUs Vested (units) | 59,669 |
| Value Realized on Vesting ($) | $563,513 |
Equity grant accounting (2024 option exchange program):
- Company exchanged 5,059,129 eligible options for 2,129,594 replacement RSUs; incremental expense $8.6M; replacement RSUs vest over 1–3 years based on original grant dates .
- 2024 stock awards in the Summary Compensation Table include grant-date fair value for RSUs/PSUs and incremental fair value from the option exchange .
Equity Ownership & Alignment
| As of | Common Shares Held | Options Exercisable Within 60 Days | RSUs Vesting Within 60 Days | Total Beneficially Owned | Ownership % |
|---|---|---|---|---|---|
| April 15, 2025 | 66,429 | 11,042 | 18,657 | 96,128 | <1% |
Additional alignment and policies:
- Trading plan: On June 6, 2025, Matsuda entered a Rule 10b5-1 plan providing for potential sale of up to 83,126 shares between 9/4/2025 and 9/4/2026 .
- No pledging/hedging: Insider Trading Compliance Policy prohibits hedging and pledging without approval; margin accounts collateral use is prohibited .
- Stock ownership guidelines apply to senior executives; company maintains guidelines to align with shareholders (specific multiples not disclosed) .
- Clawback: Company policy allows recovery of incentive compensation upon a required accounting restatement per Section 10D and Nasdaq rules .
Employment Terms
| Term | Provision |
|---|---|
| Employment start | January 3, 2022; Senior Vice President and General Counsel |
| Base salary at hire | $415,000 per year |
| At-will employment | Employment is at-will per offer letter |
| Severance (outside Change-in-Control) | 9 months base salary continuation; COBRA premiums reimbursed up to 9 months or until new coverage/COBRA expiration, or equivalent monthly cash payment net of withholding |
| Severance (Change-in-Control window: within 18 months post-CIC or within 3 months pre-CIC) | 12 months base salary plus annual bonus at 100% of target, paid over 12 months; COBRA premiums reimbursed up to 12 months or equivalent cash; full acceleration of all unvested time-based equity awards and the performance-based stock options granted on January 3, 2022 |
| Conditions | Benefits subject to timely delivery of effective, irrevocable general release of claims |
| Perquisites | Travel/housing reimbursements for corporate HQ travel ($2,556 in 2024) |
| Clawback | Recovery of incentive compensation following restatement per policy filed with 10-K |
| Hedging/Pledging | Prohibited under Insider Trading Compliance Policy |
Compensation Mix (Multi-Year)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 415,000 | 1,123,821 | 3,392,725 | 190,901 | 20,317 | 5,142,764 |
| 2023 | 434,027 | 332,220 | 611,185 | 209,961 | 15,756 | 1,603,149 |
| 2024 | 465,472 | 535,475 | 452,117 | 268,112 | 16,356 | 1,737,532 |
Observation:
- 2022 compensation skewed toward options; 2024 reflects higher RSU usage consistent with the company’s option-to-RSU exchange program in early 2024 .
Bonus Targets
| Year | Bonus Target % |
|---|---|
| 2023 | 45% |
| 2024 | 45% |
Track Record, Value Creation, Execution Risk
- Corporate performance vs goals: 2024 corporate achievement score of 128% across revenue, commercialization, pipeline, BD, and finance/corporate goals indicates strong operational execution tied to incentive outcomes .
- Option exchange program: Broad exchange of underwater options to RSUs lowers risk for employees and improves retention but can reduce option-based leverage to shareholder returns; RSUs vest 1–3 years depending on original grants .
- Insider selling pressure: 10b5-1 plan for up to 83,126 shares may create incremental supply over 9/2025–9/2026; monitor Form 4 filings for execution rates .
Compensation Structure Analysis
- Emphasis on at-risk pay: NEO bonuses are entirely based on corporate performance; 2024 weighting and attainment explicitly disclosed, reinforcing pay-for-performance .
- Shift from options to RSUs: 2024 option exchange program replaced 5.06M options with 2.13M RSUs, signaling a structural tilt toward RSUs, which carry lower downside risk for executives compared to options; incremental expense recognized over new service periods .
- Governance features: No tax gross-ups, double-trigger CIC severance, hedging/pledging prohibited, clawback policy in place, and stock ownership guidelines for executives .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (alignment positive) .
- Golden parachute terms: CIC provides 12 months base plus 100% target bonus and full acceleration of time-based awards and 1/3/2022 performance options (watch for equity acceleration risk in M&A scenarios) .
- Clawback: Present (mitigates restatement risk) .
- Option repricing: Company-wide option exchange to RSUs (not a repricing but a modification); treated as accounting modification with incremental expense; monitor dilution and vesting impacts .
- Perquisites: Minimal (travel/housing reimbursement) .
Equity Ownership & Alignment Details
- Beneficial ownership as of April 15, 2025: 96,128 shares (<1%); comprised of 66,429 directly held shares, 11,042 options exercisable within 60 days, and 18,657 RSUs vesting within 60 days .
- Ownership guidelines: Executives subject to stock ownership guidelines; specific multiples not disclosed .
- Trading plan: Potential sale of up to 83,126 shares under Rule 10b5-1 over 9/2025–9/2026; monitor execution for selling pressure .
Employment & Contracts
- Employment agreement signed December 2021; employment began January 3, 2022; includes salary, bonus eligibility, equity awards, benefits, and expense reimbursements; at-will employment .
- Severance and CIC terms summarized above; require general release; COBRA reimbursement or equivalent cash .
Investment Implications
- Alignment: Pay-for-performance structure and prohibition on hedging/pledging support alignment; stock ownership guidelines and clawback further mitigate governance risk .
- Retention: RSU-heavy mix post-2024 option exchange and time-based vesting over 1–3 years enhance retention; severance outside CIC (9 months salary plus COBRA) is standard for SVP-level roles .
- Selling pressure: The 10b5-1 plan covering up to 83,126 shares versus sub-1% ownership suggests meaningful potential sales relative to his holdings; monitor Form 4s for execution cadence and price levels .
- M&A optionality: Double-trigger CIC with full acceleration of time-based and specified performance options could increase realized value and incent continuity through a transaction; investors should model dilution and overhang in CIC scenarios .
- Mix shift: Transition from options to RSUs reduces sensitivity to share price upside but provides more certain value, which can be viewed as management risk aversion or pragmatic retention given prior option moneyness; consider implications for incentive alignment with TSR .